SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Rutherford John C

(Last)

(First)

(Middle)

C/O PARTHENON INVESTORS, L.P.

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2005

3. Issuer Name and Ticker or Trading Symbol
KENEXA CORP [ KNXA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾⁽²⁾	513,383⁽³⁾	I	By Parthenon Investors, L.P.⁽⁴⁾
Class A Common Stock⁽¹⁾⁽²⁾	12,428⁽³⁾	I	By PCIP Investors⁽⁵⁾
Series A Redeemable Preferred Stock⁽¹⁾	8,164.69	I	By Parthenon Investors, L.P.⁽⁴⁾
Series A Redeemable Preferred Stock⁽¹⁾	287.86	I	By PCIP Investors⁽⁵⁾
Series B Redeemable Preferred Stock⁽¹⁾	10,624.42	I	By Parthenon Investors, L.P.⁽⁴⁾
Series B Redeemable Preferred Stock⁽¹⁾	224.33	I	By PCIP Investors⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A-1 Common Stock Purchase Warrant⁽¹⁾	⁽⁶⁾⁽⁷⁾	⁽¹⁰⁾	Class A Common Stock⁽²⁾	242,750⁽³⁾	$0.01⁽³⁾	I	By Parthenon Investors, L.P.⁽⁴⁾
Class A-1 Common Stock Purchase Warrant⁽¹⁾	⁽⁶⁾⁽⁷⁾	⁽¹⁰⁾	Class A Common Stock⁽²⁾	5,100⁽³⁾	$0.01⁽³⁾	I	By PCIP Investors⁽⁵⁾
Class A-2 Common Stock Purchase Warrant⁽¹⁾	⁽⁸⁾⁽⁹⁾	⁽¹⁰⁾	Class A Common Stock⁽²⁾	194,200⁽³⁾	$0.01⁽³⁾	I	By Parthenon Investors, L.P.⁽⁴⁾
Class A-2 Common Stock Purchase Warrant⁽¹⁾	⁽⁸⁾⁽⁹⁾	⁽¹⁰⁾	Class A Common Stock⁽²⁾	4,100⁽³⁾	$0.01⁽³⁾	I	By PCIP Investors⁽⁵⁾
Class B Common Stock Purchase Warrant⁽¹⁾	12/16/1999	12/16/2006	Class A Common Stock⁽²⁾	676,848⁽³⁾	$16.7⁽³⁾	I	By Parthenon Investors, L.P.⁽⁴⁾
Class B Common Stock Purchase Warrant⁽¹⁾	12/16/1999	12/16/2006	Class A Common Stock⁽²⁾	12,692⁽³⁾	$16.7⁽³⁾	I	By PCIP Investors⁽⁵⁾
Class B Common Stock⁽¹⁾	⁽³⁾⁽¹¹⁾	⁽³⁾⁽¹¹⁾	Class A Common Stock⁽²⁾	48,065.4⁽³⁾	⁽³⁾⁽¹¹⁾	I	By Parthenon Investors, L.P.⁽⁴⁾
Class B Common Stock⁽¹⁾	⁽³⁾⁽¹¹⁾	⁽³⁾⁽¹¹⁾	Class A Common Stock⁽²⁾	1,015.2⁽³⁾	⁽³⁾⁽¹¹⁾	I	By PCIP Investors⁽⁵⁾
Class C Common Stock⁽¹⁾	⁽³⁾⁽¹²⁾	⁽³⁾⁽¹²⁾	Class A Common Stock⁽²⁾	495,006.12⁽³⁾	⁽³⁾⁽¹²⁾	I	By Parthenon Investors, L.P.⁽⁴⁾
Class C Common Stock⁽¹⁾	⁽³⁾⁽¹²⁾	⁽³⁾⁽¹²⁾	Class A Common Stock⁽²⁾	17,451.9⁽³⁾	⁽³⁾⁽¹²⁾	I	By PCIP Investors⁽⁵⁾

1. Name and Address of Reporting Person^*

Rutherford John C

(Last)

(First)

(Middle)

C/O PARTHENON INVESTORS, L.P.

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PARTHENON INVESTORS L P

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Parthenon Investment Advisors, LLC

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Parthenon Investment Partners, LLC

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PCIP Investors

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

J&R Investment Management Company, LLC

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JACQUET ERNEST K

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Reporting Persons may be deemed to be members of a Section 13(d) group that owns more than 10% of the Company's outstanding Class A Common Stock. However, the Reporting Persons disclaim membership and this report shall not be deemed an admission that the Reporting Persons are members of a Section 13(d) group that owns more than 10% of the Company's outstanding Class A Common Stock for purposes of Section 16 or for any other purpose.

2. The Class A Common Stock will be reclassified as "Common Stock" pursuant to an amendment to the Issuer's Third Amended and Restated Articles of Incorporation (the "Articles") to be filed prior to the completion of the Issuer's initial public offering.

3. Does not reflect a 0.8-for-1 reverse stock split to be effected pursuant to an amendment to the Articles to be filed prior to the completion of the Issuer's initial public offering.

4. John C. Rutherford ("JCR") and Ernest K. Jacquet ("EKJ") are the managing members of Parthenon Investment Partners, LLC, which is the managing member of Parthenon Investment Advisors, LLC, which is the general partner of Parthenon Investors, L.P. ("PI") JCR and EKJ disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

5. JCR and EKJ are the managing members of J&R Investment Management Company, LLC, which is the managing member of Parthenon Capital, LLC, which is the managing partner of PCIP Investors ("PCIP"). JCR and EKJ disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

6. The Class A-1 Common Stock Purchase Warrants (the "A-1 Warrants") become exercisable upon the earlier of: (i) the consummation of a Qualified Public Offering (as defined in the A-1 Warrants) at a price to the public per share that results in (A) an IRR (as defined in the A-1 Warrants) on the Purchased Securities (as defined in the A-1 Warrants) of less than the IRR Hurdle (as defined in the A-1 Warrants), or (B) Proceeds (as defined in the A-1 Warrants) on the Purchased Securities of less than the Proceeds Threshold (as defined in the A-1 Warrants); (ii) the consummation of a Sale Transaction (as defined in the A-1 Warrants) that results in (A) an IRR on the Purchased Securities of less than the IRR Hurdle, or (B) the Proceeds on the Purchased Securities of less than the Proceeds Threshold; [continued in footnote 7 below]

7. (iii) the determination by a majority of the Management Stockholders (as defined in the A-1 Warrants) that is not reasonably likely that a Qualified Public Offering or Sale Transaction will result in (A) an IRR on the Purchased Securities of at least the IRR Hurdle, and (B) Proceeds on the Purchased Securities of at least the Proceeds Threshold; and (iv) December 16, 2006. See footnote 10 below.

8. The Class A-2 Common Stock Purchase Warrants (the "A-2 Warrants") become exercisable upon the earlier of: (i) the consummation of a Qualified Public Offering (as defined in the A-2 Warrants) at a price to the public per share that results in (A) an IRR (as defined in the A-2 Warrants) on the Purchased Securities (as defined in the A-2 Warrants) of less than the IRR Hurdle (as defined in the A-2 Warrants), or (B) Proceeds (as defined in the A-2 Warrants) on the Purchased Securities of less than the Proceeds Threshold (as defined in the A-2 Warrants)l (ii) the consummation of a Sale Transaction (as defined in the A-2 Warrants) that results in (A) an IRR on the Purchased Securities of less than the IRR Hurdle, or (B) the Proceeds on the Purchased Securities of less than the Proceeds Threshold; [continued in footnote 9 below]

9. (iii) the determination by a majority of the Management Stockholders (as defined in the A-2 Warrants) that it is not reasonably likely that a Qualified Public Offering or Sale Transaction will result in (A) an IRR on the Purchased Securities of at least the IRR Hurdle, and (B) Proceeds on the Purchased Securities of at least the Proceeds Threshold; and (iv) December 16, 2006. See footnote 10 below.

10. PI and PCIP have entered into an agreement among the Issuer and the holders of its preferred stock and the holders of the A-1 Warrants and A-2 Warrants (the "Investor Agreement") pursuant to which all of the A-1 Warrants and A-2 Warrants will be exercised upon the closing of the initial public offering of the Issuer's Common Stock.

11. Each share of Class B Common Stock converts into 50 shares of Class A Common Stock.

12. Each share of Class C Common Stock converts into one share of Common Stock; in addition to this 1-to-1 conversion, the Investor Agreement provides that the holders of each share of Class C Common Stock will receive upon the closing of the initial public offering of the Issuer's common stock 36.66667 additional shares of Common Stock (without giving effect to the 0.8-for-1 reverse stock split) for each share of Series A Participating Preferred Stock owned by such holder (the "Top-Up Shares"), with up to the maximum provided for in the Articles of 1,098,260 Top-Up Shares issuable to all holders of Class C Common Stock upon the conversion of all of the outstanding shares of Class C Common Stock.

Remarks:

	John C. Rutherford, Managing Member	06/23/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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